Marrakesh Investments Ltd v Tangiers Holdings Ltd And Another

Cited as:[2017] 1 HKLRD 78
Court:High Court (Hong Kong)
Judgement Number:HCCW352/2016
Judgment Date:09 Nov 2016
HCCW352/2016 MARRAKESH INVESTMENTS LTD v. TANGIERS HOLDINGS LTD AND ANOTHER

HCCW 352/2016

IN THE HIGH COURT OF THE

HONG KONG SPECIAL ADMINISTRATIVE REGION

COURT OF FIRST INSTANCE

COMPANIES (WINDING‑UP) NO 352 OF 2016

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IN THE MATTER OF Jessop & Baird (Hong Kong) Limited
and
IN THE MATTER OF section 177(1)(f) of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap 32)

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BETWEEN
MARRAKESH INVESTMENTS LIMITED Petitioner
and
TANGIERS HOLDINGS LIMITED 1st Respondent
JESSOP & BAIRD (HONG KONG) LIMITED 2nd Respondent

_________________

Before: Hon Harris J in Chambers
Date of Hearing: 9 November 2016
Date of Decision: 9 November 2016

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D E C I S I O N

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1. I have before me an inter-parte summons issued on 3 November 2016 for a validation order in respect of the payments and dispositions of property which the company (which is the subject of the present unfair prejudice petition) says that it needs to make in order to carry on business. In addition, a validation order is sought in respect of the legal costs of continuing with certain actions to which the company is a party.

2. When the matter came on before me today the petitioner and the 2nd respondent had agreed the terms of the validation order, which is in the terms of the appendix attached to this decision. The only issue that arose for decision concerns the incidence of costs. Mr William Wong SC, who appeared for the 2nd respondent, seeks an order that the petitioner pay the costs of the summons on an indemnity basis. In order to understand why that application is made, it is necessary to understand the background to the application.

3. On 7 September 2016, the 2nd respondent's solicitors wrote to the petitioner's solicitors seeking a validation order other than for the request that a validation order be agreed in respect of the legal costs of other proceedings to which I have referred. What was sought was in conventional terms.

4. As I made clear in my decision in Re Emagist Entertainment Limited [2012] 5 HKLRD 703, 706-707, where the company which is the subject of an unfair prejudice petition is solvent and has an ongoing business, I expect the petitioner and the company to agree the necessary validation order or at least those parts of it which I would...

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